Conditions to assignment or transfer Clause Samples
Conditions to assignment or transfer. Subject to clause 23.6, the following conditions shall apply in respect of any sale, assignment, novation, transfer, other disposition or grant of any Security Interest pursuant to clause 23.2:
23.3.1 Lessor will obtain a quiet enjoyment covenant on terms substantially similar to clause 9.1 from any Transferee, or any Financing Party with a Security Interest in or over the Aircraft;
23.3.2 any such sale, assignment, novation, transfer, disposition or grant of Security Interest, will not result in any increase in Lessee’s obligations, including Taxes under the Transaction Documents (determined by reference to applicable law in effect at the time of such sale, assignment, novation, transfer, disposition or grant of Security Interest), it being understood and agreed that neither an increase in the number of beneficiaries under any Insurances nor the replacement or addition of one or more Relevant Parties, Tax Indemnitees or Indemnitees shall constitute a material increase in Lessee’s obligations under the Transaction Documents;
23.3.3 there will be no material diminution in Lessee’s rights under the Transaction Documents (determined by reference to applicable law in effect at the time of such sale, assignment, novation, transfer, disposition or grant of Security Interest) as a result of any such sale, assignment, novation, transfer, disposition or grant of Security Interest;
23.3.4 Lessor, Owner, Owner Participant or the Transferee shall have agreed to be responsible for Lessee’s reasonable and properly documented out-of-pocket costs and expenses (which may be subject to pre-agreed caps) incurred in connection therewith; and
23.3.5 any Transferee who is to become Lessor (which for purposes of subclause (b) and
Conditions to assignment or transfer consents
Conditions to assignment or transfer. (a) The Facility Agent is not obliged to enter into a Transfer Certificate or otherwise give effect to an assignment or transfer until it has completed all customer due diligence requirements to its satisfaction. .
(b) Unless the Facility Agent otherwise agrees, the New Lender must pay to the Facility Agent for its own account, on or before the date any assignment or transfer occurs, a fee of US$2,000.
(c) Any reference in this Agreement to a Lender includes a New Lender but excludes a Lender if no amount is or may be owed to or by it under this Agreement.
Conditions to assignment or transfer. The Borrower hereby agrees that a Lender may assign or transfer to a New Lender of all or any part of its rights and/or obligations under the Finance Documents provided that (i) such transfer shall be in accordance with applicable laws and regulations of the PRC and (ii) no Obligor shall be subject to any additional liability or obligation as a result thereof. The Lender shall promptly notify the Borrower upon completion of such assignment or transfer.
(a) Any assignment will only be effective on receipt by the Facility Agent of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender.
(b) Any transfer will only be effective if the procedure set out in Clause 22.5 (Procedure for Transfer) is complied with.
(c) If:
(i) a Lender assigns or transfers all or any part of its rights or obligations under the Finance Documents or changes its Facility Office; and
(ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender under Clause 12 (Tax Gross-up and Indemnities) or Clause 13 (Increased Costs) or via the Lender acting through its new Facility Office, then the New Lender or the Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or the Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.
Conditions to assignment or transfer consents
(a) The consent of the Company is required for any assignment or transfer unless:
(i) the New Lender is another Lender or an Affiliate of a Lender;
(ii) the assignment or transfer is by RBS NV to RBS plc pursuant to Subclause 27.14 (The Royal Bank of Scotland); or
(iii) an Event of Default is outstanding. The consent of the Company (if required) must not be unreasonably withheld or delayed. The Company will be deemed to have given its consent five Business Days after the Company is given notice of the request unless it is expressly refused by the Company within that time.
(b) The Company may not withhold its consent solely because the assignment or transfer might increase the Mandatory Cost.
Conditions to assignment or transfer. The Borrower hereby agrees that a Lender may assign or transfer to a New Lender of all or any part of its rights and/or obligations under the Finance Documents provided that no Obligor shall be subject to any additional liability or obligation as a result thereof. The Lender shall promptly notify the Borrower upon completion of such assignment or transfer.
(a) Any assignment will only be effective on receipt by the Facility Agent of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender.
(b) Any transfer will only be effective if the procedure set out in Clause 22.5 (Procedure for Transfer) is complied with.
(c) If:
(i) a Lender assigns or transfers all or any part of its rights or obligations under the Finance Documents or changes its Facility Office; and
(ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender under Clause 12 (Tax Gross-up and Indemnities) or Clause 13 (Increased Costs) or via the Lender acting through its new Facility Office, then the New Lender or the Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or the Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.